Important Disclosures

Transcription

1 March 2018

2 Important Disclosures This document shall not constitute an offer to sell or the solicitation of any offer to buy an interest in Seanergy Maritime Holdings Corp. (the Company ). This document contains forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Company s management s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate, "believe, "continue, "could, "estimate, "expect, "intend, "may, "might, "plan, "possible, "potential, "predict, "project, "should, "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management s examination of historical operating trends, data contained in the Company s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to: changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; changes in seaborne and other transportation patterns; changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions; changes in the number of new buildings under construction in the dry bulk shipping industry; changes in the useful lives and the value of the Company s vessels and the related impact on the Company s compliance with loan covenants; the aging of the Company s fleet and increases in operating costs; the Company s ability to achieve successful utilization of its expanded fleet; changes in the Company s ability to complete acquisitions or dispositions; risks related to the Company s business strategy, areas of possible expansion or expected capital spending or operating expenses; changes to the Company s financial condition and liquidity, including its ability to pay amounts that it owes and obtain additional financing to fund capital expenditures, acquisitions and other general corporate activities; changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in the Company s fleet; changes in the Company s ability to leverage the relationships and reputation in the dry bulk shipping industry of its managers; changes in the Company s relationships with its contract counterparties, including the failure of any of its contract counterparties to comply with their agreements with the Company; loss of our customers, charters or vessels; damage to the Company s vessels; potential liability from future litigation and incidents involving the Company s vessels; the Company s future operating or financial results; the Company s ability to continue as a going concern; acts of terrorism and other hostilities; changes in global and regional economic and political conditions; risks associated with operations outside the United States; changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry; and other factors listed from time to time in the Company's filings with the SEC, including its most recent annual report on Form 20-F. These factors could cause actual results or developments to differ materially from those expressed in any of the forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated in this document will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. While all the information in this document is believed to be accurate, the Company makes no warranty, express or implied as to the completeness or accuracy of such information, nor can it accept responsibility for errors appearing in the document. Certain information contained herein has been provided by third parties and has not been independently verified, and the Company does not represent or endorse the accuracy or reliability of any such information. This document is subject to revision and amendment without notice and without obligation to notify any recipient of any such amendment. Past performance should not be construed as an indicator of future results. No representation is being made that a portfolio managed by the Company in accordance with the parameters in this document will achieve profits or losses similar to those set forth herein. There can be no assurances that an investor will have returns on invested capital similar to the returns presented or projected herein. Investing in the maritime sector involves a substantial degree of risk, and nothing herein is intended to imply that any investment may be considered conservative, safe, risk free or risk averse. There is no guarantee that the Company s investment and risk-management processes will be successful, that the Company will achieve its objectives or that the Company will avoid losses. Any historical information shown herein is for informational and comparison purposes only, and there is no implication or guarantee that an investment in the Company or any investment made by the Company will actually realize return profiles similar to the returns suggested, implied or anticipated

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4 Company Highlights Modern, high quality fleet with a focus on Capesize vessels Experienced management team and committed Sponsor Solid corporate governance no related party transactions in ship management/ operations Strong relationships with leading dry bulk charterers Balanced chartering strategy with increased period employment Lower break-even rates delivering significant cash flows Low Capesize acquisition costs and competitive cost structure Dry bulk market fundamentals favor Capesize vessels over the next 5 years (demand outpacing supply) Seanergy is a strong value play in the dry bulk Capesize sector, well positioned to capture significant upside potential 4

5 Seanergy Maritime Holdings Corp. Owner and operator of dry bulk vessels, specializing in the Capesize sector Offices in Athens and Hong Kong Modern fleet of 11 dry bulk vessels 9 Capesize 2 Supramax Combined capacity of approximately 1.7 million dwt Average age of 8.9 years Positioned to take advantage of market opportunities arising from a protracted slump in the dry bulk sector Growth through accretive transactions NASDAQ Ticker: Share Price: 1 $1.15 Basic Shares Outstanding: ~38.2 million Float Shares (Ownership): ~20.3 million (~53%) Daily 3-m Average Volume: 1 ~200,000 shares Total Capitalization: 2 ~$259 million Basic Market Capitalization: 1 ~$44.0 million Sponsor s Ownership: 3 ~74% 1. As of March 06, See slide On a fully diluted basis 5

6 Fleet Profile Vessel Name Vessel Class Year Built Capacity (dwt) Type of Employment Partnership Capesize ,213 Time Charter (1) Hyundai Championship Capesize ,238 Spot Sungdong Knightship Capesize ,978 Spot Hyundai Lordship Capesize ,838 Time Charter (2) Hyundai Geniuship Capesize ,057 Spot Sungdong Premiership Capesize ,024 Spot Sungdong Squireship Capesize ,018 Spot Sungdong Gloriuship Capesize ,314 Spot Hyundai Leadership Capesize ,199 Spot Koyo - Imabari Guardianship Supramax ,884 Spot CSC Jinling Gladiatorship Supramax ,819 Spot CSC Jinling Fleet Ave. Age / Total dwt: 8.9 1,682,582 Yard 1. T/C to major European utilities company for a period of 12 to 18 months from June 13, 2017 at a gross daily rate of $16, T/C to major European charterer for a period of 18 to 22 months from June 28, The net daily charter hire is calculated at an index linked rate based on the five time charter routes rate of the Baltic Capesize Index. In addition, the time charter provides Seanergy has the option to convert the index linked rate to a fixed rate for a period of between 3 and 12 months priced at the then prevailing Capesize forward freight agreement rate for the selected period. 6

7 Company History Original Operations 2015 Re-launch & Rapid Growth 2016 Expansion 2017 Further Expansion 2018 Potential for Continued Growth Established in 2007, public in 2008 Fleet size peaked in 2012 with 20 drybulk ships all initial fleet sold and balance sheet overhauled Eliminated more than $345m of liabilities Emerged with zero liabilities, retaining NASDAQ listing March 2015, took delivery of a Japanese built Capesize vessel August 2015, acquired en-bloc 5 Capesize vessels and 2 Supramax vessels, all delivered by December 2015 March - December 2015, raised $179m in secured debt Grew from 0 to 1.1 million dwt in 9 months August - December 2016, raised $25.5m through public equity offerings November - December 2016, raised $37.9m in secured debt November - December 2016, took delivery of 2 Korean built Capesize vessels acquired at historically low costs January February 2017 raising additional public equity May 2017, took delivery of a Korean built Capesize vessel September 2017 re-financing $39.5m in debt at a significant discount Ship acquisitions between 2015 and 2017 totaling $275 million Sponsor contributions since 2015 of ~$70 million Exploring additional acquisition opportunities Further improvement of capital structure 7

8 Experienced CEO, Board of Directors and Sponsor Stamatis Tsantanis Chairman & CEO Directors Restis - Breibart Family Sponsor 19+ years successful track record in shipping and finance Extensive experience with shipping transactions on NYSE and NASDAQ Raised more than $2.3 billion in equity and in secured and unsecured debt on major capital markets Significant experience in building successful ship technical management platforms Proven track record in building and developing notable shipping companies (public and private) Five board members, 4 of whom are non-executive directors and 3 of whom are independent Aggregate 100+ years of relevant shipping experience Significant experience in ship owning, operations and management, shipping related banking, financial consulting and auditing as well as dry bulk commodities and freight trading Claudia Restis served as a director and officer of numerous companies engaged in shipping, finance and property development as well as on the board of several charities Claudia is the founder of the Macias Restis Foundation, established in memory of her late father and family shipping group founder, Stamatis (Macias) Restis Evan Breibart has over 26 years of experience in shipping M&A, finance, commercial and corporate law as well as private investing. Served as a director and officer of numerous shipping companies and a major dry bulk freight trading group Evan is a qualified English solicitor and a US attorney. Practiced law with leading London based shipping and finance firms and served as general counsel of the Restis family shipping group until early 2012 Our Sponsor invests in dry bulk shipping exclusively through Seanergy 8

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10 Strong Relationships with Major Charterers Our diverse customer base includes the world s largest miners, trading companies and cargo operators High quality fleet and lower break-even levels provide chartering competitiveness and flexibility Seanergy enjoys market recognition as a quality and reliable operator 10

11 Low Operating & Acquisition Costs $5,800 Daily OPEX (incl. Management Fee) yrs old Capesizes 54.5 $5,700 $5,600 $5,500 $5,400 $5,300 $5,200 $5,163 $5, $5,100 $5, $4,900 $4, $4,700 Capesize Seanergy FY 2017 Moore Stephens OpCost year average 10 year average 15 year average 20 year average 5yrs old Capesize Value Seanergy Acquisition Cost Source: Seanergy accounts, Moore Stephens OpCost 2017 report Source: Clarksons Timeseries 11

12 High Quality Operator with Solid Corporate Governance Top quality operations and technical management Our experienced in-house team closely monitors and supervises all key aspects of operations and the technical management of our fleet Vessel operations, dry docks, major purchasing, insurance, claims handling and third party technical management supervision functions are performed in-house by highly qualified professionals We have invested in advanced technology to monitor fleet performance in real time No related-party transactions in ship management V. Ships Cyprus, an unrelated third party, undertakes the day-to-day technical management of our vessels Fidelity Marine, an unrelated third party, undertakes the commercial management of our fleet and is exclusive to Seanergy for the Capesize fleet No related-party transactions associated with ship management or ship operations Established internal control policies and procedures overseen by an experienced internal auditor Enhanced transparency through SEC and NASDAQ mandated financial reporting and disclosures 12

13 Loan Facilities 1 Bank Facility Vessels 2 senior facilities Leadership ; Squireship 1 senior facility Partnership & Championship 1 senior facility Geniuship & Gloriuship 1 senior facility Premiership, Gladiatorship & Guardianship 1 senior facility Lordship & Knightship Jelco Delta 2 2 junior facilities Lordship & Knightship ; Partnership & Championship Advantageous Arrangements 8 bilateral secured loan facilities Total debt of $213 million as of March 06, Excludes convertible promissory notes 2. An entity affiliated with our principal shareholder and Sponsor 13

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15 Dry Bulk Industry Supply & Demand Supply Dynamics Fleet growth has declined every year since fleet growth of 2.2% was the lowest fleet growth level of the last 17 years Fleet growth expected at 1.8% in 2018 and 1.8% in 2019 Source: Clarksons Timeseries Demand Dynamics Robust demand growth since 2010 World dry bulk trade increased by 3.9% in 2017 World dry bulk trade is expected to increase by 3% in 2018 and this strong trend is likely to continue in 2019 Source: Clarksons Timeseries 15

16 Mar-90 Mar-91 Mar-92 Mar-93 Mar-94 Mar-95 Mar-96 Mar-97 Mar-98 Mar-99 Mar-00 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06 Mar-07 Mar-08 Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 in $ Capesize Supply / Demand Fundamentals Asset prices and charter rates have recovered from historical low levels but remain below historical average levels Robust trade volumes are expected to continue through 2020 with a higher ton-mile effect Growth in iron ore demand in tons increased by 3.9% in 2017 and is expected to exceed 3.1% in 2018, outpacing supply growth Capesize order book currently stands at 3% of the existing fleet, which is the lowest point of the last 15 years Shortage of tonnage is expected to lead to a sharp rise in charter rates and to a significant increase in Capesize values Baltic Capesize Index 2014 (BCI) has averaged 2,082 points in 2017, which is 102% higher than the average 1,032 points in ,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 Average Capesize Earnings Source: Seanergy analysis, Clarksons Timeseries 16

17 Capesize Sector - Compelling Investment Opportunity Significant upside potential Capesize Historical Daily Earnings (in $) 1 5 yr old Cape price (in $ million) 2 10 yr old Cape price (in $ million) 3 15-yr average 39, yr (excl supercycle) 28, March , Average Capesize Earnings; Source: Clarksons Timeseries 2. Capesize 180K 5 Year Old Secondhand Prices; Source: Clarksons Timeseries 3. Capesize 170K 10 Year Old Secondhand Prices; Source: Clarksons Timeseries 4. Spot 5 T/C Routes for Baltic Capesize Index; Source: Clarksons Timeseries The Capesize sector is recovering from its all time lows, presenting a compelling opportunity to profit from a medium-term rebound in freight rates and asset values 5yr old Capesize vessel price (~$34 million) 37.5% below the 15 yr historical average price Daily Capesize earnings (~$12,500) 68.4% below the 15 yr historical average daily rate Superior medium-term returns achieved through vessel acquisitions at historically low prices, cost efficient operations and improved charter rates 17

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20 Financials Summary Fleet Data: FY2017 FY2016 FY 2017 vs. FY 2016 Operating days 3,339 2,444 Fleet utilization % 82.1% TCE Rate 2 $11,945 $5, % Daily Vessel OPEX $4,985 $4,618 Income Statement Highlights: Net Revenue 3 $74,834 $34, % Net Loss ($3,235) ($24,623) EBITDA 4 $25,505 ($5,671) 550% Adjusted EBITDA 4 $14,113 ($5,671) Balance Sheet Highlights: Cash & Restricted Cash $11,039 $15,908 Vessels, Net $254,730 $232,109 10% Long-term debt 5 $212,363 $214,676 Total Equity $41,313 $30,832 34% 1. Fleet utilization is the percentage of time that the vessels are generating revenue, and is determined by dividing operating days by ownership days for the relevant period. 2. Time Charter Equivalent (TCE) rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and other commissions. We include TCE rate, a non-gaap measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable US GAAP measure, and because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. 3. Net of commissions 4. Earnings before interest, taxes, depreciation and amortization ("EBITDA") represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents EBITDA adjusted to exclude the gain on debt refinancing that the Company believes is not indicative of the ongoing performance of its core operations. EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP. These non-gaap measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. In addition, these non-gaap measures do not have standardized meanings, and are therefore unlikely to be comparable to similar measures presented by other companies. See Appendix A for full EBITDA and Adj. EBITDA reconciliation. 5. Includes arrangement fees and various deferred charges and excludes all convertible promissory notes 20 20

21 Capitalization December 31, 2017 Actual February 22, 2018 As Adjusted 1 Debt: Long-term debt 2 $212,363 $211,119 Convertible promissory notes 3 $6,785 $6,785 Total Debt $219,148 $217,904 Shareholders' equity: Total equity 4 $41,313 $41,313 Capitalization: Total capitalization: $260,461 $259, To give effect to a principal repayment of: i) $0.84 million on February 12, 2018 under the Squireship Alpha Bank loan facility, and ii) $0.4 million on February 26, 2018 under the Amsterdam Trade Bank loan facility. 2. Includes arrangement fees and various deferred charges and excludes all convertible promissory notes. 3. Includes $3.4 million of the total outstanding $38.8 million in convertible promissory notes that are classified under liabilities in accordance with the beneficial conversion feature guidance of U.S. GAAP. The balance of $3.4 million is the non-cash amortization in accordance with the beneficial conversion feature guidance of U.S. GAAP. 4. Includes $35.4 million of the total outstanding $38.8 million in convertible promissory notes that are classified under equity in accordance with the beneficial conversion feature guidance of U.S. GAAP

22 EBITDA and Adj. EBITDA Reconciliation in 000 USD except fleet data FY2017 FY2016 EBITDA reconciliation: Net loss ($3,235) ($24,623) Add: Net interest expense $17,352 $9,831 Add: Depreciation and amortization $11,388 $9, Earnings before interest, taxes, depreciation and amortization ("EBITDA") represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents EBITDA adjusted to exclude the gain on debt refinancing that the Company believes is not indicative of the ongoing performance of its core operations. EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP. These non-gaap measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. In addition, these non-gaap measures do not have standardized meanings, and are therefore unlikely to be comparable to similar measures presented by other companies. Add: Taxes - $34 EBITDA (1) $25,505 ($5,671) Less: Gain on debt refinancing $11,392 - Adjusted EBITDA (1) $14,113 ($5,671) 22

23 Access to Capital Markets Seanergy Maritime Holdings Corp. $4.9 Million Registered Direct Offering August 2016 Seanergy Maritime Holdings Corp. $3.6 Million Registered Direct Offering November 2016 Seanergy Maritime Holdings Corp. $17 Million Marketed Public Offering December 2016 Seanergy Maritime Holdings Corp. $2.9 Million ATM Offering Feb Apr

24 Accretive Transactions Equity Capital Raised Equity Accretion Seanergy has raised $24.7 million in net proceeds from the capital markets since August 2016 Accretion of $18 million (aggregate unrealized capital gains) created from the acquisition of M/V Knightship, M/V Lordship and M/V Partnership based on their current market values Gain and equity accretion from the refinancing of M/V Championship of $11.4 million Total value accretion: $29.4 million, or 119% 119% accretion on the net proceeds raised 24

25 Mar-1990 Dec-1990 Sep-1991 Jun-1992 Mar-1993 Dec-1993 Sep-1994 Jun-1995 Mar-1996 Dec-1996 Sep-1997 Jun-1998 Mar-1999 Dec-1999 Sep-2000 Jun-2001 Mar-2002 Dec-2002 Sep-2003 Jun-2004 Mar-2005 Dec-2005 Sep-2006 Jun-2007 Mar-2008 Dec-2008 Sep-2009 Jun-2010 Mar-2011 Dec-2011 Sep-2012 Jun-2013 Mar-2014 Dec-2014 Sep-2015 Jun-2016 Mar-2017 Dec-2017 Significant Potential for Asset Value Appreciation 2.00x 1.75x 1.50x 1.25x 1.00x 0.75x 0.50x The multiple of Capesize newbuilding prices to 5 year old Capesize values is today at high level, illustrating the further upside potential Source: Clarksons Shipping Intelligence Network Timeseries, Seanergy analysis Multiple NB vs 5yr Cape 25

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27 Organizational Chart 27

28 Key Executives Aristeidis Lagos Operations Manager Master Mariner with 23 years of seafaring and onshore experience Extensive experience in management, safety, marine, operations and quality assurance Proven track record in senior management positions Stelios Psillakis Technical Manager 15+ years in engineering positions Seagoing experience in various types of vessels as chief engineer 10 years of on-shore experience in major shipping companies as a superintendent engineer, shipbuilding project site manager and fleet technical manager Stavros Gyftakis Finance Director 12+ years of experience in shipping and banking with a diversified academic background including two MSc Held key positions across a broad shipping finance spectrum, including, asset backed lending, debt and corporate restructurings, risk management and syndications Participated in the structuring of 100+ shipping finance transactions and in numerous restructurings involving public and private shipping companies Christos Sigalas Financial Manager 15+ years experience in finance and accounting, holds a doctorate degree 10+ years of corporate finance experience, 9 years of which in the shipping industry 14 years of academic experience in the fields of strategic and financial management Extensive experience in asset-backed lending, debt restructuring and business valuation Theodora Mitropetrou General Counsel 15+ years of shipping law experience 10+ years of in-house experience with US-listed shipping companies Practiced with respected shipping law firms advising owners and lenders Experience in corporate, commercial, shipping and finance law 28

29 Commercial & day-to-day Technical Management Nikos Frantzeskakis Principal of Fidelity Marine Inc. Exclusive commercial manager of Seanergy's Capesize vessels 28+ years experience in dry bulk shipping, serving as Chief Commercial and Operations Officer and a director of NASDAQ listed Quintana Maritime from its inception in 2005 until its sale in 2008, with responsibilities including strategic planning and management of 40 Panamax and Capesize vessels. In 2006 he had a pivoting role on the acquisition agreement and subsequently in the supervision of the construction of 13 x 82,000 Kamsarmax vessels at Tsuneishi Fukuyama Shipyard. In 2007 he was actively involved in the shipbuilding contracts for more than 7 Capesize vessels at Imabari and SWS. From 1988 to 2004 he was a senior chartering broker at Navatrade S.A., a leading commercial management firm, responsible for supervising more than 50 ships with a combined deadweight capacity of 3 million tons A graduate of City of London Polytechnic, he has significant dry bulk sea-going experience (Cyprus) Technical Manager Role: Description: Daily technical management of vessels Established in 1991, VShips Group provides full technical management services to a fleet of over 1,100 vessels Holds Marine, Safety & Quality certificates awarded by United States Coast Guard and other governmental & non-governmental agencies Holds both ISO 9001 & ISO certificates 29

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